UNDERWRITING AGREEMENT between GX ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: March 17, 2021Underwriting Agreement • March 22nd, 2021 • GX Acquisition Corp. II • Blank checks • New York
The undersigned, GX Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 22nd, 2021 • GX Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 17, 2021, is by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2021 • GX Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 17, 2021, by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
GX Acquisition Corp. IIGX Acquisition Corp. II • February 23rd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 24, 2020 by and between GX Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and GX Acquisition Corp. II, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 10,062,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,312,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
March 17, 2021 GX Acquisition Corp. IILetter Agreement • March 22nd, 2021 • GX Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to registratio
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2021 • GX Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2021, is made and entered into by and among GX Acquisition Corp. II, a Delaware corporation (the “Company”), GX Sponsor II LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 22nd, 2021 • GX Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 17, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and GX Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2022 • GX Acquisition Corp. II • Blank checks
THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the “Company”), and Neal Shah (“Executive”), is dated as of the 25th day of September, 2022 (the “Agreement”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • September 29th, 2022 • GX Acquisition Corp. II • Blank checks • Delaware
This Company Support Agreement (this “Agreement”) is dated as of September 25, 2022, by and among GX Acquisition Corp. II, a Delaware corporation (“GX”), NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”), and the shareholders of the Company set forth on Schedule I hereto (the “Company Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
GX ACQUISITION CORP. IIGX Acquisition Corp. II • March 22nd, 2021 • Blank checks • New York
This letter agreement by and between GX Acquisition Corp. II (the “Company”) and GX Sponsor II LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BUSINESS COMBINATION AGREEMENT by and among NIOCORP DEVELOPMENTS LTD., GX ACQUISITION CORP. II and BIG RED MERGER SUB LTD Dated: September 25, 2022Registration Rights Agreement • September 29th, 2022 • GX Acquisition Corp. II • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated September 25, 2022, is by and among GX Acquisition Corp. II, a Delaware corporation (“GX”), NioCorp Developments Ltd., a company organized under the laws of the Province of British Columbia (the “Company”), and Big Red Merger Sub Ltd, a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”). GX, Merger Sub and the Company are collectively referred to herein as the “Parties” and, each, a “Party.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 29th, 2022 • GX Acquisition Corp. II • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of September 25, 2022, by and among GX Sponsor II LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), GX Acquisition Corp. II, a Delaware corporation (“GX”), and NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”).
February 8, 2021 Jay Bloom GX Acquisition Corp. II New York, NY 10019 Dear Jay:Letter Agreement • March 3rd, 2021 • GX Acquisition Corp. II • Blank checks • New York
This letter agreement (the “Agreement”) confirms the terms and conditions of the engagement of BTIG, LLC (“BTIG”) by GX Acquisition Corp II (the “Client”) to provide strategic and capital markets advisory services as set forth in more detail below (the “Services”). BTIG is a Delaware limited liability company and a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (“FINRA”).
